for the assignment and transfer of the interest of members, and the manner of determining the value of such interest by the corporation upon the death, withdrawal, or expulsion of a member or upon the forfeiture of his membership, at the option of the corporation. (L. 1921, p. 366, § 4; am'd., L. 1933, p. 265, §2.)1

1 See annotation to section 3.

*[§ 1125. Bylaws, how made. The power to make and alter bylaws shall be in the stockholders or members, but any corporation may, in its articles or certificate of incorporation, original or amended, or by resolution adopted by a two-thirds vote, or by written consent of two-thirds of the stock, or the holders thereof, or two-thirds of the members, confer that power upon the directors or trustees. Bylaws made by the directors under power so conferred may be altered or repealed by the directors or trustees, or by the stockholders or members. The written consent of the owners of two-thirds of the stock or of two-thirds of the members shall suffice to adopt, amend, or repeal any bylaw or bylaws. All bylaws in force must be copied legibly in a book called Book of Bylaws, kept at all times for inspection in the principal office. Until so copied, they shall not be effective nor in force.]

§ 5. Powers of nonprofit corporations. Each corporation incorporated under this act shall have the powers granted by the provisions of other laws of Nevada, relating to private corporations, which are not inconsistent with those granted by this act, and shall also have the following powers:

1. To appoint such agents and officers as its business may require, and such appointed agents may be either persons or corporations; to admit persons and corporations to membership in the corporation, and to expel any member pursuant to the provisions of its bylaws; to forfeit the membership of any member for violation of any agreement between him and the corporation or for his violation of its bylaws.

2. To purchase, lease or otherwise acquire, hold, own and enjoy; to sell, lease, mortgage and otherwise encumber and dispose of any and all and every kind of real and personal property; also, to carry on any and all operations necessary or convenient in connection. with the transactions of any of its business. To enter into all contracts deemed advisable with members or others requiring them to market their products, or the byproducts thereof, to or through the association by which it may act as a sole agent for the member, or by which it may purchase said products or the byproducts thereof, and by which it may pool the products so handled by it, and to enjoin a breach or threatened breach of such contract.

If members of an association contract to sell to the association, it shall be conclusively held that title to the products or the byproducts thereof passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any time before if specified in the said contract. If members of an association in their contracts appoint the said association as sole agent to sell or otherwise handle their products or byproducts thereof, if shall be conclusively held that only the said association has the right to sell or otherwise dispose of the products or byproducts mentioned in the

contracts of such members. A contract to sell to an association, or an appointment of an association as sole agent by a member of such association, shall constitute full authority without further title to sell or resell the products or byproducts thereof mentioned in the contract and to pay over to its members the proceeds of such sale after deducting all necessary selling expense, overhead and other costs and expenses, including interest on preferred stock, deductions for retiring such stock, if any, reserves, if any, and dividends or common stock or certificates of interest, if any, not to exceed 8 percent per annum.

3. Upon written assent of two-thirds of all the members or by a vote of members representing two-thirds of the total votes of all members of each of two or more such nonprofit cooperative corporations to cooperate with each other for the more economical carrying on of their respective businesses by consolidation, such consolidation shall be effected by two or more associations entering into an agreement in writing and adopting a name, which said agreement must be signed by two-thirds of the members of each such association. Such agreement must also state all the matters necessary to articles of association, and must be acknowledged by the signers before an officer competent to take an acknowledgment of deeds in this State, and be filed in the office of the county clerk of the county wherein the principal business of the association is to be transacted, and a certified copy thereof in the office of the secretary of state, and pay the same fees for filing and recording as required for filing and recording of original articles of incorporation; and from and after the filing of such certified copy, the former associations comprising the component parts cease to exist, and the consolidated association succeeds to all the rights, duties, and powers of the component associations, and is possessed of all the rights, duties, and powers prescribed in the agreement of consolidated associations not inconsistent with this title, and is subject to all the liabilities and obligations of the former competent associations, and succeeds to all the property and interests thereof, and may make bylaws and do all things permitted by this title. Any such corporation upon resolution, adopted by its board of directors, shall have the power to enter into contracts and agreements, and to make stipulations and arrangements with any other corporation or corporations for the cooperative and more economical carrying on of its business, or any part or parts thereof, or any two or more cooperative corporations organized under this title, upon resolutions adopted by their respective boards of directors may, for the purpose of more economically carrying out their respective businesses, by agreement, unite in adopting, employing and using, or several such corporations may separately adopt, employ and use the same methods, policy, means, agents, agencies, and terms of marketing for carrying on and conducting their respective businesses.

4. Any corporation formed or consolidated under this act may be dissolved, and its affairs wound up voluntarily by the written consent of members representing two-thirds of the total votes, in the manner and with the effect provided in section 1258* of the Revised Laws of 1912, except that any property remaining after liquidation shall be divided among the members in proportion to

their respective property interests therein. (L. 1921, p. 366, § 5; am'd., L. 1933, p. 266, § 37.) 1

1 See annotation to section 3.

1

*[§ 1258. Dissolution.-Any association formed or consolidated under this act may be dissolved and its affairs wound up voluntarily by the written request of two-thirds of the members. Such request shall be addressed to the directors, and shall specify reasons why the winding up of the affairs of the association is deemed advisable, and shall name three persons who are members to act in liquidation and in winding up the affairs of the association, a majority of whom shall thereupon have full power to do all things necessary to liquidation; and upon the filing of such request with the directors, and a copy thereof in the office of the county clerk of the county where the principal business is transacted, all power of the directors shall cease and the persons appointed shall proceed to wind up the association, and realize upon its assets, and pay its debts, and divide the residue of its money among the members, share and share alike, within a time to be named in said written request, or such further time as may be granted them by two-thirds of the members, in writing, filed in the office of said county clerk; and upon the completion of such liquidation the said association shall be deemed dissolved. No receiver of any such association or of any property thereof, or of any right therein, can be appointed by any court, upon the application of any member, save after due process of law.]

§ 6. Articles may be amended.-Any such corporation may amend its articles of incorporation in any manner not inconsistent with the provisions of this act, in the manner provided for by section 1142* of the Revised Laws of Nevada of 1912. (L. 1921, p. 366, § 6.)

*[§ 1142. Rights of corporations. Every corporation organized under this act may change the nature of its business, change its name, increase its capital stock, decrease its capital stock, change the location of its principal office in the State, change the par value of the shares of its capital stock, increase or diminish its corporate existence, change its common stock into one or more classes of preferred stock, create one or more classes of preferred stock, change its preferred stock into one or more classes of common stock, provide for the creation and issue of any class or classes of its stock in one or more series as in this act provided, change stock with par value of any class or classes into stock without par value, change stock without par value of any class or classes into stock with par value, create any class or classes of stock without nominal or par value, change the number of its directors or trustees and make such other amendment, change or alteration as may be desired in manner following: The board of directors shall pass a resolution declaring that such change or alteration is advisable and calling a meeting of the stockholders to take action thereon; the meeting shall be held upon such notice as the bylaws provide, and in the absence of such provision, upon 10 days' notice, given personally or by mail; if two-thirds in interest of each class of the stockholders having voting powers and of other persons having like powers shall vote in favor of such

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amendment, change or alteration, a certificate thereof, in the name of the corporation, shall be signed by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, and such certificate, so executed and acknowledged, shall be filed in the office of the secretary of state, and upon the filing of the same and filing a certified copy of said certificate of amendment with the county clerk of the county where the corporation has its principal office, the certificate or articles of incorporation shall be deemed to be amended accordingly: Provided, That such certificate of amendment, change or alteration shall contain only such provisions as it would be lawful and proper to insert in original articles of incorporation made at the time of making such amendment, and the certificate of the secretary of state that such certificate and assent have been filed in his office shall be taken and accepted as evidence of such change or alteration in all courts and places: Provided, also, That no amendment making or attempting to make paid-up stock issued as paid up or the holders thereof liable to assessment or for debts of the company shall be made.]

§ 7. Quo warranto proceedings, when. The right of a corporation, claiming to be organized and incorporated and carrying on its business under this act, to do and to continue its business, may be inquired into by quo warranto proceedings at the suit of the attorney general, but not otherwise. (L. 1921, p. 366, § 7.)

§ 8. Act not applicable, when. This act is not applicable to railroads, telegraph, telephone, banking, insurance, building and loan, or any other corporation, unless the special provisions of this act applicable thereto are complied with. (L. 1921, p. 366, § 8.)

§ 9. Concerning voting power; act in effect April 1, 1921.-In the event the bylaws shall provide for unequal voting power, or unequal property rights of the several members, or both, the provisions of this act with reference to a majority, a two-thirds, or other vote of the members, shall not apply, and, in lieu thereof, there shall be substituted a majority of the votes of the interests represented by the several members or otherwise as the case may be. This act shall be effective after April 1, 1921. (L. 1921, p. 366, § 9.)

NEW JERSEY

Compiled Statutes, 1910, Vol. II, page 1580

§ 1. Purposes of association. It shall be lawful for any number of persons, not less than seven, residents in this State, to associate themselves into a society for the purpose of carrying on any lawful mechanical, mining, manufacturing, or trading business, or for the purpose of trading and dealing in goods, wares and merchandise or chattels, or for the purpose of buying, selling, mortgaging, settling, owning, leasing and improving real estate and erecting buildings thereon, within this State, upon making and filing a certificate of association, in writing, in manner hereinafter mentioned, and as such shall be deemed to be a corporation, and to possess all the powers incident thereto. (P. L. 1884, p. 63; am'd. P. L. 1908, p. 534.) § 2. Certificate of association; contents.-That such certificate of association shall set forth:

I. The name assumed to designate such society and to be used in its business and dealings, which name shall have the word "cooperative" as a distinguishing part thereof, but shall in no respect be similar to that of any other society organized under this act.

II. The place or places in this State where the business of such society is to be conducted and the location of the principal office of the same.

III. The objects for which the society shall be formed.

IV. The total amount of capital stock of such society, the number of shares into which the same is divided, the par value of each share, the manner in which the installments cn the shares shall be paid, the number of shares subscribed, and the amount actually paid in cash on account of the same.

V. The terms of admission of the members.

VI. Mode of application of profits.

VII. The mode of altering and amending the certificate of association and the bylaws of the society. (P. L. 1884, p. 64.)

§ 3. Certificate of association; execution; approval, recording and filing.— That the said certificate of association shall be signed by the persons originally associating themselves together, and shall be proved or acknowledged by at least seven of them, before an officer qualified to take acknowledgments of deeds of real estate, and after being approved by the chief of the bureau of statistics of labor and industries, shall be recorded in the office of the clerk of the county where the principal office or place of business of such society shall be established, and a copy of such certificate shall be filed in the office of the chief of the bureau of statistics of labor and industries. (P. L. 1884, p. 64.)

§ 4. Board of directors; number; election; president; treasurer; secretary and other officers. That the business of every such society shall be managed and conducted by a board of not less than five directors who shall respectively be members of said society, and shall be annually elected at such time and place as shall be provided in the bylaws of the society, and one of such directors shall be chosen president and one of them shall be chosen treasurer, and such directors